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Santa Ana Watershed Association A13-1016q ; ICS LICENSE AGREEMENT BETWEEN THE CITY OF CHINO HILLS AND THE SANTA ANA WATERSHED ASSOCIATION THIS LICENSE is made and executed this 26th day of February, 2013, be- tween the CITY OF CHINO HILLS, a municipal corporation ("CITY"), and the SANTA ANA WATERSHED ASSOCIATION (SAWA), a 501(c)(3) non-profit organ- ization ("LICENSEE"). 1. LICENSE; DESCRIPTION OF PROPERTY. CITY licenses LICENSEE to use, on the terms and conditions in this License, real property located in the City of Chino Hills, County of San Bernardino, State of California, generally shown on Exhibit A as the Project Boundary, Assessor's Parcel Number 1000-103-04 ("Property"). CITY's action is not, and should not be construed to be, a conveyance of a property interest or a lease; it is a license to use property only. 2. USE OF PROPERTY. A. LICENSEE may temporarily use the Property for the purposes of removing invasive palm tree species. B. CITY may change, amend, or terminate LICENSEE's use of Property at any time, and in its sole discretion, verbally or in writing. 3. TERM. Except as provided in Section 4, the term of this license will begin on February 26, 2013 and end on February 26, 2018. Upon mutual written agreement between the parties, this License may be renewed for additional time. 4. TERMINATION. A. As stated above, CITY may terminate this License at anytime with or without cause, upon written or verbal notification. Termination will be effective upon notification, unless CITY specifies otherwise. B. LICENSEE may terminate this License at any time in writing at least five (5) days before the effective termination date. C. By executing this document, LICENSEE waives any and all claims for dam- ages that might otherwise arise from CITY's termination under this Section. D. Upon termination, LICENSEE will remove all personal property and im- provements from Property within two (2) days. Property will be left in a clean and orderly fashion. 5. CONDEMNATION. If all or part of Property is acquired by eminent domain or purchase in lieu thereof, LICENSEE acknowledges that it will have no claim to any compensation awarded for Page 1 the taking of Property or any portion thereof or for loss of or damage to LICENSEE's k*nprovements. 6. RELOCATION BENEFITS. LICENSEE acknowledges that it has been informed that CITY is a public entity and that Property was previously acquired by CITY for a public purpose. LICENSEE fur ther acknowledges that any rights acquired under this License arose after the date of acquisition of Property and that said rights are subject to termination when Property is needed by CITY. LICENSEE hereby acknowledges that at the time of said termi- nation of this License by CITY, it will not be a "displaced person" entitled to any of the relocation assistance or benefits offered to displaced persons under State or Federal law. 7. ALTERATIONS. LICENSEE will not make, or cause to be made, any alterations to Property, or any part thereof, without CITY s prior written consent. 8. HAZARDOUSITOXIC WASTE. CITY has not, nor, to CITY's knowledge, has any third party used, generated, stored or disposed of, or permitted the use, generation, storage or disposal of, any Hazard- ous Material (as defined below) on, under, about or within Property in violation of any law or regulation. LICENSEE agrees that it will not use, generate, store or dispose of any Hazardous Material (as defined below) on, under, about or within Property in vio- lation of any law or regulation. LICENSEE agrees to defend and indemnify CITY, to the extent stated In Section 11, against any and all losses, liabilities, claims or costs arising from any breach of any warranty or agreement contained In this Section. As used in this Section, "Hazardous Material" means any substance, chemical or waste that is identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation (including petroleum and asbestos). 9. SIGNS. LICENSEE will not place any sign upon Property without CITY's prior writ- ten consent. LICENSEE will pay for all costs of any approved signage and comply with all applicable sign codes and ordinances. 10. ASSIGNMENT. LICENSEE will not be permitted to assign this License or any interest therein. 11. INDEMNIFICATION. A. LICENSEE will hold CITY harmless and free from any and all liability aris- ing out of this License, or its performance, except for such loss or damage aris- ing from CITY's sole negligence or willful misconduct. Should CITY be named in any suit, or should any claim be against ti, by suit or otheWse, whether the same be groundless or not, arising out of this License, or its performance, pur- Page 2 suant to this License, LICENSEE will defend CITY (at CITY's request and with counsel satisfactory to CITY) and will indemnify it for any judgment rendered against it or any sums paid out in settlement or otherwise, B. For purposes of this section "CITY" Includes CITY's officers, officials, employees, agents, representatives, and certified volunteers. C. LICENSEE expressly agrees that this release, waiver, and indemnity agreement Is intended to be as broad and inclusive as is permitted by the law of the State of Caldomia and that if any portion is held invalid, it Is agreed that the balance will, notwithstanding, continue in full legal force and effect. D. It is expressly understood and agreed that the foregoing provisions will survive termination of this License. E. The requirements as to the types and limits of insurance coverage to be maintained by LICENSEE as required by Section 12 below, and any approval of said Insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by LICENSEE pursuant to this License, including but not limited to the provisions concerning indemnification. 12. INSURANCE. A. Before commencing performance under this License, and at all other times this License is effective, LICENSEE will procure and maintain the follow- ing types of insurance with coverage limits complying, at a minimum, with the lim- its set forth below. (i) Commercial general liability insurance will meet or exceed the requirements of the most current ISO Forms. The amount of insurance set forth above will be a combined single limit per occurrence for bodily Injury, personal Injury, and property damage for the policy coverage. Liability poli- cies must be endorsed to name CITY, its officials, and employees as "addi- tional insureds" under said insurance coverage and to state that such insur- ance will be deemed "primary" such that any other insurance that may be carried by CITY will be excess thereto. Such insurance will be on an "occur- rence," not a "claims made," basis and will not be cancelable except upon thirty (30) days prior written notice to CITY except for nonpayment of premi- ums which may be cancelable upon ten (10) day notice. (ii) LICENSEE will furnish to CITY duly authenticated Certificates of Insurance and Endorsements evidencing maintenance of the insurance required under this License and such other evidence of insurance or cop - Ins of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M, Hest Compa- ny Rating equivalent to at least a Rating of "AMI." Certificate(s) must re- flect that the insurer will provide thirty (30) day notice of any cancellation of coverage. CONTRACTOR will require its insurer to modify such certifi- cates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word "endeavor" with regard to any notice provisions. Page 3 B. Should LICENSEE, for any reason, fail to obtain and maintain the Insur- ance required by this License, CITY may obtain such coverage at LICEN- SEE's expense and charge the cost of such insurance to LICENSEE un- der this License or terminate pursuant to Section 4. 13. COMPLIANCE WITH LAW. LICENSEE will, at its sole cost and expense, comply with all of the requirements of all federal, state, and local authorities now in force, or which may hereafter be In force, pertaining to Property and will faithfully observe in the use of Property all applicable laws. The judgment of any court of competent jurisdiction, or the admis- sion of LICENSEE in any action or proceeding against LICENSEE, whether CITY be a party thereto or not, that LICENSEE has violated any such ordinance or stat- ute in the use of Property will be conclusive of that fact as between CITY and LI- CENSEE. 14. BREACH OF AGREEMENT. The violation of any of the provisions of this License will constitute a breach of this License by LICENSEE, and in such event said License will automati- cally cease and terminate. 16. WAIVER OF BREACH. Any express or implied waiver of a breach of any term of this License will not constitute a waiver of any further breach of the same or other term of this License. 16. ENTRY BY CITY AND PUBLIC. This License does not convey any property interest to LICENSEE. Except for areas restricted because of safety concerns, CITY and the general public will have unre- stricted access upon Property for all lawful acts. 17. INSOLVENCY; RECEIVER. Either the appointment of a receiver to take possession of all or substantially all of the assets of LICENSEE, or a general assignment by the LICENSEE for the benefit of creditors, or any action taken or offered by LICENSEE under any insolvency or bank- ruptcy action, will constitute a breach of this License by LICENSEE, and In such event said License will automatically cease and terminate. 18. NOTICES. Except as otherwise expressly provided by law, all notices or other communications required or permitted by this License or by law to be served on or given to either par- ty to this License by the other party will be in writing and will be deemed served when personally delivered to the party to whom they are directed, or in lieu of the personal service, upon deposit in the United States Mail, certified or registered mail, return receipt requested, postage prepaid, addressed as follows: Page 4 LICENSEE: Santa Ana Watershed Association P.O. Box 5407 Riverside, CA 92517 CITY: Maintenance and Operations Manager City of Chino Hills 14000 City Center Drive Chino Hills, CA 91709 Either party may change its address for the purpose of this Section by giving written notice of the change to the other party. 19. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that agreements ancillary to this License and related documents to be entered into in connection with this License will be considered signed when the signature of a party is delivered by facsimile transmission. Such facsimile signature will be treated in all respects as having the same effect as an original signature. 20. GOVERNING LAW. This License has been made in and will be construed in accordance with the laws of the State of California and exclusive venue for any action involving this License will be in Los Angeles County. 21. PARTIAL INVALIDITY. Should any provision of this License be held by a court of competent jurisdiction to be either invalid or unenforceable, the remaining provisions of this License will remain In effect, unimpaired by the holding. 22. ENTIRE AGREEMENT. This instrument and its Attachments constitute the sole agreement between CITY and LICENSEE respecting Property, the use of Property by LICENSEE, and the specified License term, and correctly sets forth the obligations of CITY and LICEN- SEE. Any agreement or representations respecting Property or its licensing by CITY to LICENSEE not expressly set forth In this instrument are void. 23. CONSTRUCTION. The language of each part of this License will be construed simply and according to its fair meaning, and this License will never be construed either for or against either party. 24. AUTHORITYIMODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Page a Parties to authorize the undersigned to execute this License and to engage in the actions described herein. This License may be modified by written agreement. CITYs City Manager, or designee, may execute any such amendment on behalf of CITY. 25. COUNTERPARTS. This License may be executed in any number or counterparts, each of which will be an original, but all of which together will constitute one instrument executed on the same date. IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. CITY OF CHINO HILLS ATTEST: SANTA ANA WATERSHED ASSOCIATION 'Lee Reeder Executive Director Taxpayer ID No Mary McDe, City Clerk APPROVED AS TO FORM: Mark D. Hensley, City Attor- nay c.� Page 6 V-N�5&2/-/